Mr. Jeff Paquin reports
SPROCK-IT ACQUISITIONS AND U92 ANNOUNCE TERMS OF CONCURRENT FINANCING
Further to the previous press release dated Sept. 9, 2025, Sprock-it Acquisitions Ltd. has released the terms of the concurrent financing to be completed by U92 Corp. in connection with a reverse takeover of Sprock-it by the shareholders of U92.
The offering will be structured as a brokered private placement of 8,510,800 subscription receipts of U92, on a best effort basis, at a price of 45 cents per subscription receipt for gross proceeds of $3,829,860, pursuant to the terms of an agency agreement to be entered into among U92, Sprock-it and Canaccord Genuity Corp.
The offering is being conducted in connection with the proposed business combination between Sprock-it and U92, as previously announced and described in press releases dated June 26, 2025, and Sept. 9, 2025, that will result in the reverse takeover of Sprock-it by U92 (Sprock-it, as it will exist following the completion of the transaction, the resulting issuer) and would constitute Sprock-it's qualifying transaction as such term is defined under Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange.
Upon satisfaction of certain conditions, immediately prior to the closing of the transaction, each subscription receipt will automatically be converted into a unit of U92 without further payment or action on the part of the holder. Each unit will consist of one common share in the capital of U92 and one common share purchase warrant of U92. Each such warrant will be exercisable into one U92 share at an exercise price of 65 cents per U92 share. Immediately after conversion of the subscription receipts: (a) each U92 share issued pursuant to the conversion of the subscription receipts will automatically be exchanged pursuant to the terms of the transaction into one common share in the capital of the resulting issuer; and (b) each warrant issued pursuant to the conversion of the subscription receipts will automatically be exchanged pursuant to the terms of the transaction into one common share purchase warrant of the resulting issuer. Each resulting issuer warrant will be exercisable into one resulting issuer share at an exercise price of 65 cents per resulting issuer share for a period of five years from the closing date (as defined below).
The gross proceeds of the offering less the portion of the commission (as defined below) payable in connection with orders from retail brokers and certain reasonable costs and expenses of the agent will be held in escrow, and, upon the satisfaction or waiver of the escrow release conditions, the net proceeds will be released to U92 and the remaining commission payable to the agent will be released to the agent. The net proceeds of the offering will be used for working capital and general corporate purposes. In the event that the escrow release conditions are not satisfied within 60 days following the closing of the offering and subject to agreement by the agent and U92 to extend the outside date, U92 is required to return to holders of subscription receipts the proceeds of the offering, and the subscription receipts will be cancelled.
U92 has agreed to pay the agent a cash commission equal to 6.0 per cent of the aggregate gross proceeds of the offering, other than in respect of proceeds raised from purchasers on a president's list, subject to a maximum size of $2-million in respect of which the commission payable to the agent will be reduced to 2.0 per cent of the gross proceeds of such sales and excluding sales to certain purchasers by members of the selling group, in which case a fee of 9.0 per cent of the gross proceeds will be paid. In addition, U92 will issue to the agent such number of broker warrants as is equal to 6.0 per cent of the aggregate number of subscription receipts sold under the offering, other than in respect of subscription receipts sold to purchasers on the president's list, in respect of which the agent shall receive broker warrants equal to 3.0 per cent of such aggregate sales and sales to certain purchasers by members of the selling group, in respect of which U92 will issue broker warrants equal to 9.0 per cent of such aggregate sales. Each broker warrant will ultimately entitle the agent to purchase one resulting issuer share at a price of 45 cents for a period of 24 months following the date of the satisfaction of the escrow release conditions.
The closing of the offering is expected to take place on or about Dec. 1, 2025, or such later date as may be agreed to by U92 and the agent.
The subscription receipts will be offered by way of private placement pursuant to exemptions from prospectus requirements to residents in all provinces and territories of Canada and such other jurisdictions as may be agreed to by U92 and the agent. Subject to applicable laws and the provisions of the agency agreement to be entered into among U92, Sprock-it and the agent with respect to the offering, the agent may offer the subscription receipts outside of Canada, including in the United States, by way of private placement pursuant to and in compliance with applicable securities laws.
About U92 Corp.
U92 was incorporated under the Business Corporations Act (Ontario) on Dec. 13, 2024. U92 is not a reporting issuer in any province or territory of Canada.
U92 is a uranium exploration company, which has entered into a share purchase agreement, pursuant to which U92 has the right to purchase all of the issued and outstanding shares of a private company organized and existing under the laws of Singapore, which indirectly owns the exploration rights for the Kurupung project in Guyana, South America. U92 intends to focus on advancing the Kurupung project. U92 is targeting sustainable, high-grade uranium resources to support the global clean energy transition and is strategically positioned to benefit from the growing demand and supply deficit in the uranium market. U92's flagship Kurupung project holds a 92.2-square-kilometre land package in the Aricheng batholith, a well-established shear-hosted uranium district in Guyana.
Prior to the filing of the filing statement in connection with the transaction, a technical report in respect of the flagship Kurupung project will be filed with the appropriate Canadian securities regulatory authorities. The technical report will be prepared in accordance with National Instrument 43-101 and will be available for review under Sprock-it's SEDAR+ profile.
About Sprock-it Acquisitions Ltd.
Sprock-it is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a qualifying transaction (as such term is defined under the policies of the TSX-V). Sprock-it was incorporated on July 29, 2024, under the Business Corporations Act (Alberta), and is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. The common shares of Sprock-it are listed for trading on the TSX-V. The Sprock-it shares were halted on June 26, 2025, in connection with the announcement of the transaction and remain halted as at the date hereof. Until completion of a qualifying transaction, Sprock-it will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed qualifying transaction.
Additional information
All information contained in this news release with respect to U92 and Sprock-it was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding Sprock-it, U92, the resulting issuer or the transaction, please refer to the filing statement in connection with the transaction, which will be made available under Sprock-it's SEDAR+ profile.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.